<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /x/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/x/ Preliminary Proxy Statement / / Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
AMERICAN ECOLOGY CORPORATION
- - - --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- - - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/x/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
- - - --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- - - --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
- - - --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- - - --------------------------------------------------------------------------------
(5) Total fee paid:
- - - --------------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
- - - --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- - - --------------------------------------------------------------------------------
(3) Filing Party:
- - - --------------------------------------------------------------------------------
(4) Date Filed:
- - - --------------------------------------------------------------------------------
<PAGE> 2
AMERICAN ECOLOGY CORPORATION
5333 WESTHEIMER, SUITE 1000
HOUSTON, TEXAS 77056-5407
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 22, 1996
The Annual Meeting of Stockholders of American Ecology Corporation
(the "Company") will be held on May 22, 1996, at 9:00 a.m. central time at the
Wyndham Hotel - Greenspoint, Houston, Texas.
The meeting is called for the following purposes:
1. To elect eight directors of the Board of Directors;
2. To ratify the appointment of Arthur Andersen LLP as the
Company's independent auditors for the year ending December 31, 1996;
3. To approve an amendment to the Company's Restated
Certificate of Incorporation to provide for a classified Board of
Directors; and
4. To consider and act upon such other business as may
properly come before the Annual Meeting or any one or more
adjournments or postponements thereof; and
The attached Proxy Statement forms a part of this Notice and is
incorporated herein by reference. The Board of Directors has fixed the close
of business on April 11, 1996 the record date for determining those
stockholders who will be entitled to vote at the Annual Meeting and any
adjournments or postponements thereof.
BY ORDER OF THE BOARD OF DIRECTORS
DAVID W. CROW
Secretary
April 20, 1996
IF YOU ARE UNABLE TO BE PRESENT AT THE ANNUAL MEETING, YOU ARE REQUESTED TO
SIGN, DATE AND RETURN THE ENCLOSED PROXY SO THAT YOUR SHARES WILL BE
REPRESENTED.
<PAGE> 3
AMERICAN ECOLOGY CORPORATION
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 22, 1996
P R O X Y S T A T E M E N T
--------------------------------------
This Proxy Statement relates to the Annual Meeting of Stockholders of
American Ecology Corporation, a Delaware corporation (the "Company"), to be
held on May 22, 1996, at 9:00 a.m., central time, at the Wyndham Hotel -
Greenspoint, Houston, Texas, including any one or more adjournments or
postponements thereof (the "Meeting"). This Proxy Statement and the
accompanying proxy card are first being mailed to stockholders of the Company
on or about April 20, 1996. They are furnished in connection with the
solicitation by the Company of proxies from the holders of the Company's Common
Stock, par value $.01 par share ("Common Stock"), for use at the Meeting.
The principal solicitation of proxies is being made by mail; however,
additional solicitation may be made by telephone, telegraph or personal visits
by directors, officers and regular employees of the Company and its
subsidiaries, who will not be additionally compensated therefor. The Company
has retained the services of Chemical Bank to aid in the solicitation of
proxies; fees and expenses to be incurred by the Company in this connection are
estimated not to exceed $10,000. The Company will reimburse brokerage firms and
others for their reasonable expenses in forwarding soliciting material.
All shares represented by duly executed proxies in the accompanying
form received prior to the Meeting will be voted in the manner specified
therein. Any stockholder giving a proxy has the power to revoke it at any time
before it is voted by filing with the Secretary of the Company either an
instrument revoking the proxy or a duly executed proxy bearing a later date.
Proxies may also be revoked by any stockholder present at the Meeting who
expresses a desire to vote his shares in person. As to any matter for which no
choice has been specified in a duly executed proxy, the shares represented
thereby will be voted FOR the election as directors of the nominees listed
herein, FOR the approval of Arthur Andersen LLP as the Company's independent
public accountants, FOR the approval of the amendment to the Company's
Restated Certificate of Incorporation and in the discretion of the
persons named in the proxy in connection with any other business that may
properly come before the Meeting.
STOCKHOLDERS ARE URGED, WHETHER OR NOT THEY EXPECT TO ATTEND THE
MEETING TO COMPLETE, SIGN AND DATE THE ACCOMPANYING PROXY AND RETURN IT
PROMPTLY IN THE ENCLOSED ENVELOPE.
The Company's Annual Report to Stockholders for the fiscal year ended
December 31, 1995 has been or is being furnished with this Proxy Statement to
stockholders of record on
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April 11, 1996. The Annual Report to Stockholders does not constitute a part of
the proxy soliciting material.
OUTSTANDING SHARES AND VOTING RIGHTS
The Board of Directors of the Company has fixed April 11, 1996 as the
record date ("Record Date") for the determination of stockholders entitled to
notice of and to vote at the Meeting. On the Record Date there were
_______________________ shares of Common Stock issued and outstanding and
entitled to vote. The Company has no other voting securities outstanding.
Each stockholder of record is entitled to one vote per share held on all
matters submitted to a vote of stockholders, except that in electing directors
each stockholder is entitled to cumulate his or her votes and give any one
candidate an aggregate number of votes equal to the number of directors to be
elected multiplied by the number of his or her shares or to distribute such
aggregate number of votes among as many candidates as he or she wishes. For a
stockholder to exercise his or her cumulative voting rights, the stockholder
must give notice of his or her intention to cumulate the stockholder's votes
prior to the Meeting or at the Meeting prior to the voting. If any stockholder
has given such notice, all stockholders may cumulate their votes. The holders
of the proxies will have authority to cumulate votes and allocate them in their
discretion to one or more of the nominees if such action will maximize the
number of nominees who will be elected. The holders of proxies do not, at this
time, intend to cumulate the votes they may hold pursuant to the proxies
solicited herein unless a stockholder indicates his intent to so cumulate votes
at the Meeting, in which instance such proxy holders intend to vote
cumulatively all the proxies held by them in favor of some or all of the
nominees as set forth herein.
An affirmative vote of a majority of the shares present and voting at
the Meeting is required for approval of Proposals 1 and 2 being submitted to
the stockholders for their consideration. An affirmative vote of a majority of
all outstanding shares of Common Stock entitled to vote thereon at the meeting
are required for approval of Proposal 3. Abstentions and broker non-votes are
each included in the determination of the number of shares present.
Abstentions are counted in tabulations of the votes cast on proposals presented
to stockholders, whereas broker non-votes are not counted for purposes of
determining whether a proposal has been approved.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
DIRECTORS. At the Annual Meeting of Stockholders, eight directors are
to be elected. If Proposal 3 is adopted, eight directors will be elected for
the terms set forth below. If Proposal 3 is not adopted, eight directors will
be elected to hold office until the next Annual Meeting of Stockholders or
until the election and qualification of his successor. It is the intention of
the
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<PAGE> 5
persons named in the proxy to vote the proxies which are not marked to the
contrary for the election as directors of the persons named below as nominees.
If any of such nominees refuses or is unable to serve as a director (which is
not anticipated), the persons named as proxies reserve full discretion to vote
for any or all other persons who may be nominated. The holders of the proxies
will have authority to cumulate votes and allocate them in their discretion to
one or more of the nominees if such action will maximize the number of nominees
who will be elected. The eight nominees receiving the greatest number of votes
cast will be elected directors. Mr. John H. Harris, Jr. and Mr. Harry J.
Phillips, Jr. are not standing for reelection.
Directors to be elected to serve until 1999 Annual Meeting:
<TABLE>
<CAPTION>
POSITION WITH
NAME AGE COMPANY DIRECTOR SINCE
- - - ---- --- ------- --------------
<S> <C> <C> <C>
Jack K. Lemley 61 Director, Chairman of the Board
and Chief Executive Officer 1992
Paul F. Schutt 63 Director 1994
John J. Scoville
60 Director 1984
</TABLE>
Directors to be elected to serve until 1998 Annual Meeting:
<TABLE>
<CAPTION>
POSITION WITH
NAME AGE COMPANY DIRECTOR SINCE
- - - ---- --- ------- --------------
<S> <C> <C> <C>
Jack J. Agresti 59 Director 1995
Patricia M. Eckert 48 Director 1995
Edward F. Heil 51 Director 1994
</TABLE>
Directors to be elected to serve until 1997 Annual Meeting:
<TABLE>
<CAPTION>
POSITION WITH
NAME AGE COMPANY DIRECTOR SINCE
- - - ---- --- ------- --------------
<S> <C> <C> <C>
Rotchford D. Barker Nominee N/A
Paul Bergson 51 Director 1996
</TABLE>
Jack J. Agresti became a director of the Company in March 1995. Mr.
Agresti is the President, Chief Executive Officer and a director of Guy F.
Atkinson Company. Mr. Agresti was elected as President and Chief Executive
Officer of that company in April 1994, Chief Operating Officer in 1991 and
Executive Vice President and a director in 1990. Prior to that time, he held
various positions with Guy F. Atkinson Company.
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<PAGE> 6
Rotchford Barker is an independent business man and commodity trader.
Mr. Barker has been a member of the Chicago Board of Trade for more than thirty
years and has served on the board of directors of the exchange. Mr. Barker was
the President of Agra Trading, Inc. until that company was acquired by Gill &
Duffus, a United Kingdom holding company, in 1970. He has also served as a
director of Agra Trading, Inc., Colorado Beef, Inc. and the December Group.
Paul Bergson became a director of the Company in February 1996. Mr.
Bergson is____________________________________
Patricia M. Eckert is Director, Competitive Issues - Telecommunications
and Utilities Sectors for Deloitte & Touche LLP. Ms. Eckert formerly served as
the President of the California Public Utilities Commission and served as a
Commissioner from 1989 to 1994.
Edward F. Heil has been the Chairman of the Board of American
Environmental Construction Company for more than the last five years. Mr. Heil
is also a director of Medi Net, Inc.
Jack K. Lemley is the Chairman of the Board and Chief Executive Officer
of the Company. Prior to February 1995, he was an independent business
consultant. From May 1989 through 1993, Mr. Lemley was Chief Executive Officer
of Transmanche-Link J.V. which designed and built the tunnel and related
transportation infrastructure to provide train service between England and
France. Prior to his position at Transmanche-Link, Mr. Lemley founded Lemley
and Associates, Inc. and was a management consultant to various clients in the
industry. Mr. Lemley is also a director of Idaho Power Company.
Paul F. Schutt has been the Chief Executive Officer and a director of
Nuclear Fuel Services Inc. for more than the past 5 years. Mr. Schutt also led
the formation of Advanced Recovery Systems, Inc., NFS Radiation Protection
Systems, Inc., and EcoTek Laboratory Services, Inc. and serves as a director on
the boards of those companies. Mr. Schutt was a founding director in 1968 and
President of Nuclear Assurance Corporation, Senior Planning Analyst for Union
Carbide (AECOP), Oak Ridge, Tennessee, and held management positions in
Marketing, Planning and Research and Development for Babcock & Wilcox Co.
John J. Scoville is President of J.J. Scoville & Associates, Inc., a
nuclear consulting firm. He was President of US Ecology, Inc., a subsidiary of
the Company, from April 1981 to May 1990 and became a director of the Company
in March 1984. Mr. Scoville was also a Vice President of the Company from May
1986 to May 1990.
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
The Committees of the Board of Directors during 1995 were the
Nominating, Executive, Audit and Compensation Committees.
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<PAGE> 7
The members of the Nominating Committee are currently Messrs. Lemley,
Harris, Heil, and Scoville. The Nominating Committee is empowered to recommend
to the Board of Directors persons to fill vacancies and newly created
directorships and recommend changes to the Board of Directors concerning the
responsibilities and composition of the Board of Directors and its committees.
The Nominating Committee met two times in 1995.
The members of the Executive Committee are currently Messrs. Lemley,
Heil and Scoville. Except for certain powers which, under Delaware law, may
only be exercised by the full Board of Directors, the Executive Committee may
exercise all powers and authority of the Board of Directors in the management
of the business of the Company. The Executive Committee did not meet in 1995.
The members of the Audit Committee are currently Messrs. Schutt, Harris,
Phillips and Ms. Eckert. The functions performed by the Audit Committee are,
among other things, to review the proposed plan and scope of the annual audit
and the results of such when completed, to review the services tendered by the
independent auditors and the fees charged for such services, and to confer with
the Company's internal auditors and financial personnel to review the adequacy
of the Company's accounting principles, financial controls and policies. The
Audit Committee met one time in 1995.
The members of the Compensation Committee are currently Messrs. Agresti
and Schutt. The Compensation Committee reviews and approves the compensation
and benefits of the executives and key employees and administers the Company's
stock option plans, which involves interpreting the Plans and approving the
grant and terms of stock options to executives and key employees of the Company.
The Compensation Committee met one time in 1995.
During 1995, the Board of Directors held fourteen meetings, three of
which were by unanimous written consent in lieu of a meeting. All directors
attended 80% percent or more of the meetings of the Board of Directors and
Committees of the Board on which they served.
DIRECTOR COMPENSATION
Directors who are not employees of the Company or its subsidiaries
receive an annual fee of $16,000 payable monthly plus $1,333 for each special
meeting actually attended. Directors who are employees of the Company receive
no additional compensation for their service as directors. All directors are
reimbursed for their travel and other expenses involved in attendance at Board
and committee meetings.
In each addition, each director who at the time of his/her initial
election to the Board is not an employee of the Company is granted, effective
as of the date of his/her initial election to the Board, a stock option to
purchase from the Company 7,500 shares of the Company's Common Stock. Each
director who at the time of each re-election to the Board after his initial
election is
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<PAGE> 8
not an employee of the Company is also granted, effective as of the date of his
re-election to the Board, a stock option to purchase from the Company 10,000
shares of the Company's Common Stock.
PROPOSAL NO. 2
APPOINTMENT OF AUDITORS
The Board of Directors, upon recommendation of its Audit Committee, has
approved and recommends the appointment of Arthur Andersen LLP as independent
public accountants to conduct an audit of the Company's financial statements for
the year 1996.
Members of Arthur Andersen LLP will attend the Meeting and will be
available to respond to questions which may be asked by stockholders. Such
members will also have an opportunity to make a statement at the meeting if
they desire to do so.
Approval of the appointment of independent public accountants will
require the affirmative vote of a majority of the shares of Common Stock voted
at the Meeting.
THE BOARD OF DIRECTORS RECOMMENDS VOTING "FOR" PROPOSAL NO. 2.
PROPOSAL NO. 3
APPROVAL OF AMENDMENT TO
RESTATED CERTIFICATE OF INCORPORATION
TO INCLUDE A CLASSIFIED BOARD OF DIRECTORS
To enhance continuity and stability of the Board of Directors, the
Company's Board of Directors has unanimously approved and recommended that the
stockholders of the Company approve an amendment to Article Fifth to the
Restated Certificate of Incorporation to provide for the classification of
the Board of Directors into three classes of directors, with staggered terms of
office.
The Company's By-Laws currently provide that all directors are to be
elected to the Board of Directors annually for a term of one year. Delaware
law permits provisions in a certificate of incorporation or by-law approved by
stockholders that provide for a classified board of directors. The proposed
classified board amendment to the Certificate of Incorporation and confirming
amendments to the By-Laws, described in Exhibit A to this Proxy Statement would
provide that directors would be classified into three classes, as nearly equal
in number as possible. One class would hold office initially for a term
expiring at the 1997 Annual Meeting, another class would
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<PAGE> 9
hold office initially for a term expiring at the 1998 Annual Meeting and one
class would hold office initially for a term expiring at the 1999 Annual
Meeting. At each Annual Meeting following this initial classification and
election, the successors to the class of directors whose terms expire at that
meeting would be elected for a term of office to expire at the third succeeding
Annual Meeting after their election and until their successors have been duly
elected and qualified. See "Election of Directors" as to the composition of
each class of directors if this proposal is adopted.
The proposed classified board amendment will significantly extend the
time required to effect a change in control of the Board of Directors and may
discourage hostile takeover bids for the Company. Currently, a change in
control of the Board of Directors can be made by stockholders holding a
plurality of the votes cast at a single Annual Meeting. If the Company
implements a classified board of directors, it will take at least two Annual
Meetings for even a majority of stockholders to make a change in control of the
Board of Directors because only a minority of the directors will be elected at
each meeting. In addition, because the Company's Certificate of Incorporation
does allow for cumulative voting, having just a minority of the directors
elected at each meeting will limit a stockholder's ability to effectively vote
himself or herself onto the Board of Directors with the use of cumulative
voting. The Company's management knows of no specific effort or plan to
accumulate the Company's securities or to obtain control of the Company. The
purpose and intended effect of the amendment are to enhance the continuity and
stability of the Company's management and Board of Directors for making it more
difficult for stockholders to remove or change the incumbent members of the
Board of Directors.
Under Delaware law, directors chosen to fill vacancies on a classified
board shall hold offices until the next election of the class of which such
directors shall have been chosen, and until their successors are elected and
qualified. Delaware law also provides that, unless the certificate of
incorporation provides otherwise, directors serving on a classified board of
directors may be removed only for cause. The Company's Certificate of
Incorporation does not provide otherwise. Accordingly, if the classified board
proposal is approved by the stockholders, confirming By-Law provisions,
substantially in the form attached as Exhibit A to this Proxy Statement, will be
implemented. Presently, all directors of the Company are elected annually and
all of the directors may be removed, with or without cause, by a majority vote
of the outstanding shares of the Common Stock. Cumulative voting is authorized
by the Certificate of Incorporation.
OTHER TAKEOVER PROVISIONS. The Certificate of Incorporation and the
By-Laws currently do not contain any provision intended by the Company to have,
or to the knowledge of the Board having, an anti-takeover effect.
ADVANTAGES. The classified board proposal is designed to assure
continuity and stability in the Board of Directors' leadership and policies.
While management has not experienced any problems with such continuity in the
past, it wishes to ensure that this experience will continue. The Board of
Directors also believes that the classified board proposal will assist the
Board of
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<PAGE> 10
Directors in protecting the interests of the Company's stockholders in the
event of an unsolicited offer for the Company.
DISADVANTAGES. Because of the additional time required to change
control of the Board of Directors, the classified board proposal will tend to
perpetuate present management. Because the classified board proposal
will increase the amount of time required for a takeover bidder to obtain
control of the Company without the cooperation of the Board of Directors it may
discourage the acquisition of large blocks of the Company's shares by causing it
to take longer for a person or group of persons who acquire such a block of
shares to effect a change in management. The classified board proposal will
also make it more difficult for the stockholders to change the composition of
the Board of Directors even if the stockholders believe such a change would be
desirable and in their best interest.
REQUIRED VOTE. In order to be adopted, this proposal must receive the
affirmative vote of holders holding a majority of the shares of stock eligible
to vote at the meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL NO. 3.
EXECUTIVE COMPENSATION - Set forth below is information regarding the
compensation of the Company's Chief Executive Officer and the other four most
highly compensated executive officers of the Company in 1995 (together with the
Chief Executive Officer, the "named officers"). In addition, information is
included regarding the compensation of two individuals who would have been
included in the named officers but for the fact they were not executive
officers of the Company at December 31, 1995.
Summary Compensation Table. The summary compensation table set forth
below contains information regarding the compensation of each of the named
officers for services rendered in all capacities during 1993, 1994 and 1995.
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<PAGE> 11
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION ---------------
NAME AND PRINCIPAL --------------------------- STOCK OPTIONS ALL OTHER
POSITION YEAR SALARY BONUS (NO. OF SHARES) COMPENSATION (1)
------------------ ---- ------ ----- --------------- ----------------
($) ($) (*) ($)
<S> <C> <C> <C> <C> <C>
Jack K. Lemley............................ 1995 167, 017 $0 250,000 $4,588.63
Chairman & Chief Executive Officer 1994 -0- -0- 10,000 -0-
1993 -0- -0- 3,000 -0-
Larry G. Butler........................... 1995 122,154 7,000 5,000 $15,807.71
Vice President, US Ecology, Inc. 1994 100,000 26,783 5,000 17,658.81
1993 10,000
Richard F. Paton.......................... 1995 96,828 1,500 3,919.32
Vice President 1994 94,853 5,000 -0- 7,379.08
1993 3,500
Donald J. Brady........................... 1995 96,057 -0- 10,000 $3,674.12
Vice President, US Ecology, Inc. 1994 -0- -0- -0- -0-
1993 -0- -0- -0- -0-
Amos J. Walker ........................... 1995 52,209 2,500 2,500 $4,367.83
Treasurer 1994 48,418 2,000 -0- 1,585.42
1993 31,153 -0- 2,500 -0-
Harry J. Phillips, Jr .................... 1995 338,878 -0- -0- $30,798.61
1994 284,615 -0- -0- 21,181.00
1993 275,000 50,000 -0- 31,881.00
C. Clifford Wright, Jr.................... 1995 167,000 -0- -0- 25,633
1994 168,577 -0- 15,000 25,649
1993 160,000 22,400 -0- 26,226
</TABLE>
(1) Includes the amount of premium paid by the Company for group term life
insurance for each named executive officer, car allowance and the
amount of the Company's matching contribution for each named executive
officer under the Company's 401(k) Savings Plan and the Company's
Retirement Plan.
(2) Mr. Phillips and Mr. Wright resigned from the Company in 1995 and were
paid through the remainder of 1995 pursuant to their employment
agreements.
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<PAGE> 12
Option Grants. Shown below is further information on grants
of stock options during 1995 to the named officers which are reflected in the
Summary Compensation Table. Neither Mr. Lemley nor Mr. Wright were granted
options in 1995.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
PERCENTAGE OF POTENTIAL REALIZABLE VALUE
TOTAL AT ASSUMED ANNUAL RATES
NUMBER OF OPTIONS OF STOCK PRICE
SECURITIES GRANTED TO EXERCISE APPRECIATION
UNDERLYING EMPLOYEES PRICE FOR 10-YEAR OPTION TERM
OPTIONS IN (PER EXPIRATION -------------------------
NAME GRANTED(1) FISCAL YEAR SHARE(2) DATE(3) 5% 10%
---- ---------- ----------- -------- --------- -- ---
<S> <C> <C> <C> <C> <C>
Jack K. Lemley 250,000(4) 35.41% $4.00 5/24/05 $1,647,009 $2,707,041
Larry G. Butler 5,000(5) .71% $5.50 8/15/05 $45,293 $74,444
Richard F. Paton 1,500(5) .21% $6.58 2/28/05 $16,256 $26,718
Donald G. Brady 10,000(5) 1.42% $5.50 8/15/05 $90,586 $148,887
Amos J. Walker 2.500(5) .35% $6.58 2/28/05 $0 $0
</TABLE>
(1) There were no adjustments or amendments during 1995 to the exercise
price of stock options previously awarded to any of the named
executive officers.
(2) The exercise price per share is a price determined by the Compensation
Committee but shall be no less than the par value of the Common Stock.
(3) The options permit the exercise price to be paid in cash or by
tendering shares of Common Stock. The option permits the withholding
of shares to satisfy tax obligations.
(4) See "Compensation Committee Report" for, a description of the vesting
of Mr. Lemley's options.
(5) 20% of such options are exercisable on the first anniversary of such
grant, and the remaining 80% becomes exercisable in 20% increments on
the next four anniversary dates of the date of grant.
(6) All of Mr. Walker's options were forfeited upon his resignation.
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<PAGE> 13
Option Exercises and 1995 Year-End Option Holdings. Shown below is
information with respect to unexercised options to purchase Common Stock granted
in 1995 and prior years to the named officers and held by them at December 31,
1995. None of the named officers exercised any stock options in 1995.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND OPTION VALUES AT FISCAL YEAR END
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED OPTIONS IN-THE-MONEY
AT DECEMBER 31, 1995 OPTIONS AT DECEMBER 31, 1995
NAME EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE(1)
---- ------------------------- ----------------------------
<S> <C> <C>
Jack K. Lemley 100,000/150,000 $0/$0
Larry G. Butler 9,000/11,000 $0/$0
Donald G. Brady 2,000/8,000 $0/$0
Amos J. Walker(2) 2,000/3,000 $0/$0
Richard F. Paton 2,400/2,600 $0/$0
Harry J. Phillips, Jr. 150,000/0 $0/$0
C. Clifford Wright, Jr. 37,000/13,000 $0/$0
</TABLE>
(1) A stock option is considered to be "in-the-money" if price of the
related stock is higher than the exercise price of the option. The
closed market price of the Common Stock was $____________ per share on
the NASDAQ for December 31, 1995.
(2) All of Mr. Walker's unexercisable options were forfeited upon
termination.
COMPENSATION COMMITTEE REPORT(1)
The Compensation Committee of the Board of Directors is composed
entirely of outside directors and is responsible for developing and making
recommendations to the Board with respect to the Company's executive
compensation policies. The Committee also approves the design of the Company's
compensation and benefit plans. This Compensation Committee Report sets forth
the components of the Company's executive officer compensation and describes
the basis on which
- - - -----------------
Notwithstanding filings by the Company with the Securities and Exchange
Commission ("SEC") that have incorporated or may incorporate by reference other
SEC filings (including this proxy statement) in their entirety, this
Compensation Committee Report shall not be incorporated by reference into such
filings and shall not be deemed to be "filed" with the SEC except as
specifically provided otherwise or to the extent required by Item 402 of the
Regulation S-K.
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<PAGE> 14
the 1995 compensation determinations were made by the Compensation Committee
with respect to the executive officers of the Company.
In maintaining its executive compensation programs, the Company
follows its belief that executive compensation should reflect the value created
for stockholders together with supporting the Company's strategic goals. The
following objectives are among those utilized by the Compensation Committee:
1. Executive compensation should be meaningfully related to the
long-term and short-term value created for stockholders.
2. Executive compensation programs should support the long-term
and short-term strategic goals and objectives of the Company.
3. Executive compensation programs should reflect and promote the
Company's overall value, business standards and reward
individuals for outstanding contributions to the Company's
success.
4. Short and long term executive compensation play a critical
role in attracting and retaining well qualified executives.
The Compensation Committee currently implements a compensation program
based on three components: a base salary, a related bonus program tied to
Company performance, and a stock option program. The Compensation Committee
regularly reviews the various components of the Company's executive compensation
to ensure that they are consistent with the Company's objectives.
BASE SALARY - The Compensation Committee, in determining the appropriate
base salaries of its executive officers, generally considers the level of
executive compensation in similar companies in the industry. In addition, the
Compensation Committee takes into account (i) the performance of the Company and
the roles of the individual executive officers with respect to such performance,
and (ii) the particular executive officer's specific experience and
responsibilities, and the performance of such executive officer in those areas
of responsibility.
ANNUAL INCENTIVES - The bonus program provides direct financial
incentives in the form of an annual cash bonus to executive officers to achieve
and exceed the Company's annual goals. The Committee awards cash bonuses based
on the performance of the Company relative to its budgeted net income for the
fiscal year and other pertinent absolute and relative criteria.
LONG-TERM INCENTIVES - The stock option program is currently the
Company's primary long-term incentive plan for executive officers and key
employees. The Committee is reviewing other possible long-term incentive plans
and may implement such a plan as a supplement to the
12
<PAGE> 15
stock option program in the future. The objectives of the stock option program
are to align executive officer compensation and shareholder return, and to
enable executive officers to develop and maintain a significant, long-term stock
ownership position in the Company's Common Stock. In addition, grants of stock
options to the named executive officers and others are intended to retain and
motivate executives to improve long-term corporate and stock market performance.
Stock options are granted at the prevailing market value and will only have
value if the Company's stock price increases. Generally, grants of stock options
vest in equal amounts over five years, and the executives must be employed by
the Company at the time of vesting in order to exercise the stock option.
Consistent with the Company's compensation program outlined above,
compensation for each of the named officers, as well as other senior executives,
consists of a base salary, bonus and stock options. The base salaries for 1995
were established by the Committee at levels believed to be at or somewhat below
competitive amounts paid to executives of companies in the environmental
industry with comparable qualifications, experience and responsibilities. The
Compensation Committee determined, after the end of 1995, not to pay cash
bonuses to the named officers of the Company, given the financial performance of
the Company which was below expectations.
During 1995, Jack K. Lemley, the chief executive officer of the Company
received a base salary of $167,019, which the Committee believes to be below the
average of the base salary for chief executive officers with comparable
qualifications, experience and responsibilities of other companies in the
environmental industry. Due to the Company's 1995 financial performance, Mr.
Lemley received no bonus for 1995. In 1995, the Committee awarded Mr. Lemley a
stock option at the prevailing market value to purchase 250,000 shares of Common
Stock of the Company, 100,000 shares of which vested immediately, 50,000 shares
of which will vest on December 31, 1996, 50,000 shares of will vest the earlier
of when the Company Common Stock trades at $8.00 per share for 20 consecutive
days in 1996 or May 24, 2005 and 50,000 of which will vest the earlier of when
Company reports positive earnings in 1996 or May 24, 2005.
Compensation Committee: Jack J. Agresti and Paul F. Schutt.
13
<PAGE> 16
PERFORMANCE GRAPH(2)
The following performance graph compares the performance of the
Company's last five fiscal years of the Common Stock to the NASDAQ U.S. and
Foreign Stock Index, and a hazardous waste peer group(3) which the Company
believes accurately reflects the competitors in the Company's business. The
graph assumes that the value of the investment in the Common Stock and each
index was $100 at December 31, 1989.
<TABLE>
<CAPTION>
1989 1990 1991 1992 1993 1994 1995
-----------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
American Ecology Corporation 100.0 108.0 300.0 234.0 204.0 175.9 78.8
NASDAQ US & Foreign Stock 100.0 85.0 135.7 157.4 181.1 175.3 243.6
Peer Group 100.0 97.9 104.9 104.5 69.1 56.3 64.8
</TABLE>
- - - -------------
(2) Notwithstanding filings by the Company with the SEC that have
incorporated or may incorporate by reference other SEC filings (including this
proxy statement) in their entirety, this performance graph shall not be
incorporated by reference into such filings and shall not be deemed to be
"filed" with the SEC except as specifically provided otherwise or to the extent
required by Item 402 of the Regulation S-K.
(3) The companies which make up the Company's peer group are: 3CI
Complete Compliance Corp., American Medical Tech, Inc., American Waste
Services, Ametech, Biomedical Waste Systems, Inc., Chemical Waste Management
WMX, Clean Harbors Inc., Environmental Services of America, Inc., GNI Group,
Metalclad Corp., Mobley Environmental Services, Inc., Molten Metal Technology,
Perma-Fix Environmental Services, Inc., Rollins Environmental Services, Safety
Kleen Corp., and Security Environmental Systems.
14
<PAGE> 17
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No member of the Compensation Committee of the Board of Directors of
the Company was, during 1995, an officer or employee of the Company or any of
its subsidiaries, or was formerly an officer of the Company or any of its
subsidiaries or had any relationships requiring disclosure by the Company under
Item 404 of Regulation S-K.
During 1995, no executive officer of the Company served as (i) a
member of the compensation committee (or other board committee performing
equivalent functions) of another entity, one of whose executive officers served
on the Compensation Committee of the Board of Directors, (ii) a director of
another entity, one of whose executive officers served on the Compensation
Committee of the Board of Directors, or (iii) a member of the compensation
committee (or other board committee performing equivalent functions) of another
entity, one of whose executive officers served as a director of the Company.
CERTAIN TRANSACTIONS
John J. Scoville, a director of the Company, is President and beneficial
owner of J. J. Scoville and Associates, Inc., which received
$___________________ from the Company for consulting services in 1995. Such
services were provided upon terms substantially similar to those the Company
would have effected with unrelated parties.
In September 1995, the Company sold 71,579 shares of 8 3/8% Series D
Cumulative Convertible Preferred Stock (the "8 3/8% Preferred Stock") with
warrants in a private offering to a group comprised principally of members of
the Company's directors (the "Investing Group") and received cash proceeds net
of offering expenses of $3,322,000. The Investing Group included Jack Agresti,
John Harris, Jr., Edward Heil, Jack K. Lemley, Harry Phillips, Jr., and Paul
Schutt. In October 1995, an additional 12,632 shares were issued with warrants
to the Investing Group for approximately $600,000, comprised of $560,000 cash
and $40,000 in settlement of a liability to
[______________________________________] of the Investing Group. Additionally,
Harry J. Phillips, Jr., purchased an additional 21,053 shares with warrants
__________ for $1,000,000 to be to comprised of approximately $865,000 cash and
$135,000 in settlement of an employment contract liability. Each 8 3/8%
Preferred Stock share is convertible at any time at the option of the holder
into 8.636 shares of the Company's Common Stock, equivalent to a conversion
price of $5.50 on the $47.50 total per share offering price. Dividends on the
8 3/8% Preferred Stock are cumulative from the date of issuance and payable
quarterly commencing on October 15, 1995. The 8 3/7% Preferred Stock shares are
not redeemable and the liquidation preference is $47.50 per share plus unpaid
dividends. Each share of the 8 3/8% Preferred Stock issued includes ten
warrants to purchase shares of the Company's Common Stock. Each warrant
entitles the holder to purchase one share of Common Stock for an exercise price
of $4.75. The $4.75 warrants are exercisable at any time and expire September
12, 1999.
15
<PAGE> 18
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than ten percent of
a registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission.
Officers, directors and stockholders holding more than ten percent of the
Company's Common Stock are required by the regulation to furnish the Company
with copies of all Section 16(a) forms they filed.
Messrs. Edmund Gorman, David W. Crow and Richard Paton failed to
timely file Form 3's upon becoming executive officers of the Company.
SECURITY OWNERSHIP BY DIRECTORS, NOMINEES FOR DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth information as of March 31, 1996 with
respect to the beneficial ownership of the Company's Common Stock by (i) each
director and nominee for director of the Company individually, (ii) each
executive officer of the Company, and (iii) all directors, nominees for director
and executive officers of the Company listed in the Summary Compensation Table
as a group. Unless otherwise indicated below, each of the named persons and
members of the group has sole voting and investment power with respect to the
shares shown.
<TABLE>
<CAPTION>
SHARES HELD
UNDER
COMPANY
VOTING OPTIONS 401(k) PLAN
AND EXERCISABLE OR TOTAL
INVESTMENT WITHIN RETIREMENT BENEFICIAL PERCENT
NAME OF BENEFICIAL OWNER POWER 60 DAYS PLAN OWNERSHIP OF CLASS
------------------------ ---------- ----------- ----------- ----------- --------
<S> <C> <C> <C> <C> <C>
Jack J. Agresi................ 0 7,500(1) 0 7,500 *
Paul C. Bergson............... 0 0 0 0 *
Patricia M. Beckert........... 0 7,500(2) 0 7,500 *
John H. Harris................ 60,800 30,500(3) 0 160,081 2%
Edward F. Heil................ 1,971,884.4(4) 0(5) 0 1,971,884.4 25.2%
Jack K. Lemley................ 4,500 120,500(6) 0 125,000 1.6%
Harry J. Phillips, Jr. ....... 1,163,094(7) 150,000 983 1,314,077 15%
Paul F. Schutt, Jr. .......... 107,380(8) 17,500 0 124,880 1.6%
John J. Scoville.............. 2,000 35,500 0 46,763.21 *
Larry J. Butler............... 2,300 12,000(9) 0 14,300 *
Donald G. Brady............... 0 2,000(10) 804.455 2,804.455 *
</TABLE>
16
<PAGE> 19
<TABLE>
<S> <C> <C> <C> <C> <C>
Richard F. Patton............. 0 3,400(11) 229.67 3,269.67 *
Amos J. Walker................ 3,400 2,000(12) 0 5,400 *
All directors, nominees for
director and executive
officers as a group (14
persons)
</TABLE>
*Indicates less than one percent (1%)
(1) Mr. Agresti was granted options to purchase 7,500 shares of Common
Stock under the Company's 1992 Outside Director Stock Option Plan.
Such options were exercisable as of May 24, 1995 and are included in
the above table.
(2) Ms. Eckert was granted options to purchase 7,500 shares of Common
Stock under the Company's 1992 Outside Director Stock Option Plan.
Such options were exercisable as of May 24, 1995 and are included in
the above table.
(3) Mr. Harris was granted options to purchase a total of 30,500 shares of
Common Stock under the Company's 1992 Outside Director Stock Option
Plan. Such options are exercisable within 60 days of the date of this
Proxy Statement and are included in the above table.
(4) Pursuant to a Schedule 13D filing. Mr. Heil reported that 1,971,884.4
shares of Common Stock were beneficially owned individually by Mr.
Heil and 314,730 shares of Common Stock were beneficially owned by Mr.
Heil in his capacity as trustee of a trust. Mr. Heil's Schedule 13D
also reported that 29,978 shares of Common Stock were beneficially
owned individually by Thomas W. McNamara, an attorney for Mr. Heil and
20,108 shares of Common Stock were beneficially owned by Mr. McNamara
in his capacity as trustee of a trust. The Schedule 13D stated that
Mr. McNamara's shares are included in the filing as a precautionary
measure in the event that he and Mr. McNamara were deemed to be a
"group" under Section 13(d)(3) of the Securities Exchange Act of 1934,
as amended, but that such inclusion should not be deemed an admission
that they were acting as a group. Mr. McNamara's shares are included
in the total shown in the above table.
(5) Mr. Heil was granted options to purchase 17,500 shares of Common Stock
under the Company's 1992 Outside Director Stock Option Plan. That
plan provides that options granted to a stockholder beneficially
owning more than 10% of the Company's Common Stock will not vest until
such time as approved by both the grantee and the Board of Directors
of the Company or until such stockholder no longer beneficially owns
more than 10% of the Company's Common Stock. As a result, because
such options may not vest within 60 days of the date of this Proxy
Statement, they are not included in the above table.
17
<PAGE> 20
(6) Mr. Phillips beneficially owns 952,608 shares of Common Stock,
1,110,206 shares of Common Stock owned of record by ECOL Partners II,
Ltd. ("ECOL Partners II") and 2,352 shares owned of record by Phillips
Investments, Inc. As the sole shareholder of Phillips Investments,
Inc., which is the corporate general partner of ECOL Partners II, Mr.
Phillips shares voting and investment power over the Common Stock owned
by Phillips Investments, Inc. and ECOL Partners II.
(7) Mr. Schutt is the sole general partner with a 33% partnership interest
of a limited partnership which owns 100% of the capital stock of
Nuclear Fuel Services, Inc. ("NFS"). Mr. Schutt is the Chief
Executive Officer and a director of NFS. NFS is the record owner of
107,380 shares of Common Stock as to which Mr. Schutt disclaims
beneficial ownership. Such shares are included in the above table.
(9) Mr. Brady was granted options to purchase 10,000 shares of Common
Stock under the Company's 1992 Stock Option Plan. However, only 2,000
of such options are exercisable within 60 days of the date of this
Proxy Statement and are included in the above table.
(10) Mr. Butler was granted options to purchase a total of 20,000 shares of
Common Stock under the Company's 1992 Stock Option Plan. However,
only 12,000 of such options are exercisable within 60 days of the date
of this Proxy Statement and are included in the above table.
(11) Mr. Paton was granted options to purchase a total of 5,000 shares of
Common Stock under the Company's 1992 Stock Option Plan. However,
only 3,400 of such options are exercisable within 60 days of the date
of this Proxy Statement and are included in the above table.
(12) Mr. Walker was granted options to purchase a total of 5,000 shares of
common under the Company's 1992 Stock Option Plan. However, only
2,000 of such options are exercisable within 60 days of the date of
this Proxy Statement and are included in the above table.
SECURITY OWNERSHIP OF 5% BENEFICIAL OWNERS
The following information is given with respect to the persons known
by the Company to own beneficially more than 5% of the outstanding shares of
the Common Stock as of March 31, 1996. Unless otherwise noted, each
shareholder listed below has sole voting and investment power with respect to
the shares listed.
<TABLE>
<CAPTION>
<S> <S> <S>
Name and Address Number of Shares Percent of
of Beneficial Owner Beneficially Owned Class
------------------- ------------------ -------------
</TABLE>
18
<PAGE> 21
<TABLE>
<S> <C> <C>
Edward F. Heil 1,971,884.4 25.2%
2901 Centre Circle
Downers Grove, Illinois 60515
Harry J. Phillips, Jr. 2,065,166 23.7%
3 Riverway, Suite 170
Houston, Texas 77056
FMR Corp. 708,500 9.05%
82 Devonshire Street
Boston, Massachusetts 02109
Fayez Sarofim 514,074 6.6%
2900 Two Houston Center
Houston, Texas 77010
</TABLE>
- - - ------------------
(1) Pursuant to a Schedule 13D filing, Mr. Heil reported that 1,971,884.4
shares of Common Stock were beneficially owned individually by Mr. Heil
and 314,730 shares of Common Stock were beneficially owned by Mr. Heil
in his capacity as trustee of a trust. Mr. Heil's Schedule 13D also
reported that 29,978 shares of Common Stock were beneficially owned
individually by Thomas W. McNamara, an attorney for Mr. Heil, and
20,108 shares of Common Stock were beneficially owned by Mr. McNamara
in his capacity as trustee of a trust. The Schedule 13D stated that
Mr. McNamara's shares are included in the filing as a precautionary
measure in the event that he and Mr. Heil were deemed to be a "group"
under Section 13(d)(3) of the Securities Exchange Act of 1934, as
amended, but that such inclusion should not be deemed an admission that
they were acting as a group. Mr. McNamara's shares are included in the
total shown in the above table.
(2) Mr. Phillips beneficially owns 350,536 shares of Common Stock, and
1,110,206 shares of Common Stock owned of record by ECOL Partners II,
Ltd. ("Ecol Partners II") and 2,352 shares owned of record by Phillips
Investments, Inc. As the sole shareholder of Phillips Investments,
Inc., which is the corporate general partner of ECOL Partners II, Mr.
Phillips shares voting and investment power over the Common Stock owned
by Phillips Investments, Inc. and ECOL Partners II.
(3) Pursuant to a Schedule 13G filing, FMR Corp. reported that as of
December 31, 1995 it may be deemed to be the beneficial owner of
708,500 shares of Common
19
<PAGE> 22
Stock. FMR Corp. reported sole power to vote or direct the
vote of 345,100 shares and sole power to dispose or direct the
disposition of 708,500 shares.
(4) Pursuant to a Schedule 13G filing, Mr. Fayez Sarofim reported
that as of December 31, 1995 he may be deemed to be the
beneficial owner of 514,074 shares of Common Stock. Mr.
Sarofim reported sole voting power with respect to 413,328
such shares, shared voting power with respect to 70,961 of
such shares, sole dispositive power with respect to 413,328
shares and shared dispositive power with respect to 100,746
such shares.
STOCKHOLDER PROPOSALS AT THE NEXT
ANNUAL MEETING OF STOCKHOLDERS
Stockholders of the Company who intend to submit proposals to
the Company's stockholders at the 1996 annual meeting of stockholders must
submit such proposals to the Company no later than December 21, 1996.
Stockholder proposals should be submitted to the Secretary of American Ecology
Corporation, 11211 Katy Freeway, 6th Floor, Houston, Texas 77056.
OTHER MATTERS
The management of the Company knows of no other matters which may come
before the Meeting. However, if any matters other than those referred to above
should properly come before the Meeting, it is the intention of the persons
named in the enclosed proxy to vote all proxies in accordance with their best
judgment.
By Order of the Board of Directors,
DAVID W. CROW
Secretary
20
<PAGE> 23
EXHIBIT A
Text of Amendment to Article Fifth, Paragraph B of the Company's Restated
Certificate of Incorporation:
"B The number of directors of the Corporation shall be fixed as
provided in the By-Laws of the Corporation ("the By-Laws"). The directors
shall be divided into three classes, each class to contain as near as possible
to one-third (1/3) of the whole number of directors of the Board of Directors
so fixed by the By-Laws, and except as otherwise provided by statute, in the
case of any increase in the number of directors fixed in the By-Laws, such
increase shall be apportioned among the classes of directors so as to maintain
each class as near as possible to one-third of the whole number of directors as
so increased. The initial term of office for members of the first class shall
expire at the annual meeting of stockholders next following; the initial term
of office for members of the second class shall expire at the annual meeting
one year thereafter; and the initial term for members of the third class shall
expire at the annual meeting of stockholders two years thereafter. At the
expiration of the initial term, and of the succeeding term of each class, the
directors of each class shall be elected to serve for a term of three years.
The By-Laws may contain any provision regarding classification not inconsistent
with the terms hereof."
Text of corresponding amendments to Article III of the Company's By-Laws:
"Section 2. Number and Term of Office The Board of Directors
shall consist of not less than five(5) nor more than nine (9) members. Such
set number or the limits herein set forth may be changed from time to time by
resolution of the Board of Directors or the stockholders, except as otherwise
provided by law or the Certificate of Incorporation. Except as provided in
Sections 3 or 4 of this Article, directors shall be elected by the holders of
record at Annual Meetings of Stockholders. The directors shall be divided into
three classes, each class to contain as near as possible to one-third (1/3) of
the whole number of directors of the Board of Directors. The initial term of
office for members of the first class shall expire at the annual meeting of
stockholders next following; the initial term of office for members of the
second class shall expire at the annual meeting one year thereafter; and the
initial term for members of the third class shall expire at the annual meeting
of stockholders two years thereafter. At the expiration of the initial term,
and of the succeeding term of each class, the directors of each class shall be
elected to serve for a term of three years. In the interim between annual
meetings of stockholders, newly created directorships, and any vacancies in
the board of directors, including vacancies created from the removal of
directors for cause, may be filled by election by a majority of the remaining
directors then in office. Any director so elected shall serve for the
unexpired term of office or until his successor is elected and qualified or
until his earlier resignation or removal."
"Section 11. Removal. Any director or the entire Board of
Directors may be removed for cause by the stockholders. Any director may be
removed by the Board of Directors for cause."
<PAGE> 24
AMERICAN ECOLOGY CORPORATION
THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF DIRECTORS OF THE COMPANY
The undersigned, hereby revoking all prior proxies, hereby appoints
Jack K. Lemley, Edmund J. Gorman and David W. Crow, and each of them, proxies
with full and several power of substitution, to represent and to vote all the
shares of Common Stock of AMERICAN ECOLOGY CORPORATION that the undersigned
would be entitled to vote if personally present at the Annual Meeting of
Stockholders of AMERICAN ECOLOGY CORPORATION to be held on May 22, 1996, and at
any adjournment(s) thereof.
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE SPECIFIC INDICATIONS
ON THE REVERSE SIDE. IN THE ABSENCE OF SUCH INDICATIONS, A SIGNED PROXY WILL
BE (1) VOTED FOR THE NOMINEES FOR SEVEN DIRECTORS NAMED IN THE PROXY STATEMENT,
(2) FOR THE RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS, (3) FOR
APPROVAL OF AN AMENDMENT TO THE AMENDED AND RESTATED 1992 STOCK OPTION PLAN TO
INCREASE THE NUMBER OF SHARES OF COMMON STOCK AUTHORIZED FOR ISSUANCE, AND (4)
IN ACCORDANCE WITH THE JUDGMENT OF THE PERSON VOTING THE PROXY WITH RESPECT TO
ANY OTHER BUSINESS PROPERLY BEFORE THE MEETING.
_________________ ________________
ACCOUNT NUMBER SHARES OF COMMON
1. Election of Director (to withhold authority to vote for any individual
members, strike a line through the members name in the blank below)
<TABLE>
<CAPTION>
TERM UNTIL 1999 TERM UNTIL 1998 TERM UNTIL 1997
--------------- --------------- ---------------
<S> <C> <C>
Jack K. Lemley Jack J. Agresti Rotchford Barker
Paul F. Schutt Patricia M. Eckert Paul Bergson
John J. Scoville Edward F. Heil
</TABLE>
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
2. SELECTION OF ARTHUR ANDERSEN LLP AS INDEPENDENT AUDITORS FOR THE
CURRENT YEAR.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. APPROVAL OF AMENDMENT TO RESTATED CERTIFICATE OF INCORPORATION
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
4. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH
OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
The undersigned acknowledge(s) receipt of the Notice of the
aforesaid Annual Meeting and the Proxy Statement accompanying the
same, each dated April 20, 1996.
Date , 1996
SIGNATURE OF STOCKHOLDER
